Certain Agreements of the Bank. The Bank covenants and agrees with the several Underwriters as follows:
Certain Agreements of the Bank. The Bank agrees with the Underwriters that to the extent, if any, that the rating provided with respect to the Underwritten Notes by any nationally recognized statistical rating organization is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall use its best efforts to furnish such documents and take any such other actions unless (a) the furnishing of such documents or the taking of any such action is first required by such nationally recognized statistical rating organization after the Execution Date and (b) doing so would have a material adverse effect upon the Bank.
Certain Agreements of the Bank. The Bank agrees with each Agent:
Certain Agreements of the Bank. (a) Until 30 days following the Closing Date, none of the Bank or any trust or other entity originated, directly or indirectly, by the Bank (including, without limitation, the Transferor) will, without the prior written consent of the Representatives, which shall not be unreasonably withheld, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (other than the Notes, the Class B Notes, the Class C Notes, any other publicly offered asset-backed securities and any variable funding notes issued pursuant to the renewal of a variable funding note facility that has been privately placed with one or more commercial paper conduits).
Certain Agreements of the Bank. The Bank agrees with each of the Underwriters:
Certain Agreements of the Bank. (a) Except as disclosed on Schedule B hereto, until 30 days following the Closing Date, none of the Bank or any trust or other entity originated, directly or indirectly, by the Bank (including, without limitation, the Transferor) will, without the prior written consent of the Representatives, which shall not be unreasonably withheld, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (other than the Notes).
Certain Agreements of the Bank. The Bank agrees with SCUSA:
Certain Agreements of the Bank. The Bank agrees with the Underwriters that for so long as any of the Underwritten Notes remain outstanding, the Bank will comply with its obligations under paragraph 5 of the TALF Certification (as defined in subsection 6(s)) (unless waived by the FRBNY).
Certain Agreements of the Bank. The Bank covenants and agrees with the ------------------------------ Managers as follows:
Certain Agreements of the Bank. The Bank agrees with SCUSA: (i) The Bank will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (to the extent required by Rule 433 under the Securities Act); and will file promptly all reports and any information statements required to be filed by the Bank with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and the Bank will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to SCUSA in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as SCUSA may reasonably request. The Bank will pay the registration fees for this offering within the time period required by the Securities Act. (ii) during the period from the Commencement Date and continuing for as long as may be required under applicable law, in the reasonable judgment of SCUSA after consultation with the Bank, in order to offer and sell any Securities representing unsold allotments or which have been repurchased by SCUSA and are to be sold in Secondary Market Transactions as contemplated by the Prospectus (the “Secondary Transactions Period”), to make no amendment or supplement to the Registration Statement or the Prospectus, except as required by law, if such amendment or supplement is reasonably objected to by SCUSA promptly after reasonable notice thereof. (iii) that before preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, the Bank will furnish to SCUSA and counsel for SCUSA a copy of the proposed Issuer Free Writing Prospectus for review and will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus to which SCUSA reasonably objects; (iv) before amending or supplementing the Registration Statement, the Prospectus or the Time of Sale Information prior to the Solicitation Time or Time of Delivery, to furnish to SCUSA a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which SCUSA shall have reasonably objected in a timely manner by written notice to the Bank;
